Ownership of the Membership Interest in Operating Company. The Partnership owns of record a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to the Closing Date, the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns of record such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information and the Offering Memorandum or otherwise contained in the Operating Company Agreement), security interests, charges or claims, other than those arising under the Partnership’s Amended and Restated Credit Agreement dated as of June 24, 2011 (as the same may be amended or restated at or prior to the Closing Date, the “Credit Agreement”), the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company (as the same may be amended or restated at or prior to the Closing Date, the “X. Xxxx ISDA Agreement”), the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006 and on September 3, 2009 (as the same may be amended or restated at or prior to the Closing Date, the “Xxxx ISDA Agreement”), the ISDA Master Agreement, dated July 26, 2006, between Calumet and Xxxxxxx Xxxxx Commodities Inc. (as the same may be amended or restated at or prior to the Closing Date, the “Merrill ISDA Agreement”), and the ISDA Master Agreement, dated April 24, 2006, between Calumet and Bank of America, N.A., as the same may be amended or restated at or prior to the Closing Date (such agreement, together with the X. Xxxx ISDA Agreement, the Xxxx ISDA Agreement and the Merrill ISDA Agreement, the “ISDA Agreements”).
Ownership of the Membership Interest in Operating Company. At each Time of Delivery, after giving effect to the Transactions, the Partnership will own a 100% membership interest in the Operating Company; such membership interest will have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to each Time of Delivery, the “Operating Company Agreement”) and will be fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership will own such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Prospectus), security interests, charges or claims, other than those arising under the Credit Agreements.
Ownership of the Membership Interest in Operating Company. The Partnership owns a 100% membership interest in the Operating Company; such membership interest is duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to each Time of Delivery, the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership owns such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Prospectus), security interests, charges or claims, other than those arising under the credit agreements filed as exhibits to the Registration Statement (the “Credit Agreements”).
Ownership of the Membership Interest in Operating Company. At each Time of Delivery, the Partnership owns a 100% membership interest in the Operating Company; such membership interest is duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to each Time of Delivery, the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership owns such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Prospectus), security interests, charges or claims, other than those arising under the Credit Agreements.
Ownership of the Membership Interest in Operating Company. The Partnership owns of record a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to each Time of Delivery, the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns of record such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Disclosure Package and the Prospectus or otherwise contained in the Operating Company Agreement), security interests, charges or claims, other than those arising under the credit agreements filed as exhibits to the Registration Statement Incorporated Documents (the “Credit Agreements”) and the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company (the “X. Xxxx ISDA Agreement”) and the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and Xxxx Petroleum Group, L.P., as amended on April 18, 2006 and on September 3, 2009 (such agreement, together with the X. Xxxx ISDA Agreement, the “ISDA Agreements”), each filed as an exhibit to the Incorporated Documents.
Ownership of the Membership Interest in Operating Company. The Partnership owns a 100% membership interest in the Operating Company; such membership interest is duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to each Time of Delivery, the “Operating Company Agreement”) and is fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Disclosure Package and the Prospectus), security interests, charges or claims, other than those arising under the credit agreements filed as exhibits to the Registration Statement (the “Credit Agreements”) and the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet and X. Xxxx & Company, filed as an exhibit to the Registration Statement (the “ISDA Agreement”).
